


Everybody Get Up (We're Here To Get Down)

by sunsetmog



Series: Kinky Threesome [1]
Category: Panic At The Disco
Genre: First Time, Threesome - M/M/M
Language: English
Status: Completed
Published: 2011-03-08
Updated: 2011-03-08
Packaged: 2017-10-16 19:26:33
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 14,190
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/168544
Author URL: https://archiveofourown.org/users/sunsetmog/pseuds/sunsetmog
Summary: <blockquote class="userstuff">
              <p>Being aware of where they are and what they're doing <i>is</i> the job, and just because it's gotten to the point where he knows how they're going to react in any given situation, that doesn't mean that he's <i>too</i> focused on them.<br/>Or:<br/>That one with the threesome.</p>
            </blockquote>





	Everybody Get Up (We're Here To Get Down)

**Author's Note:**

> Thank you to reni-days for the beta. Any remaining mistakes are my own, as always. Thanks also to ohohstarryeyed and fictionalaspects for their emails. :D
> 
> This is an early birthday present for boweryd, who I think is great, and who is mostly responsible for the existence of this fic, and who is definitely responsible for not telling me _no_ when I suggested using a 5ive lyric for a title. ♥
> 
> Originally posted [here](http://sunsetmog-fics.livejournal.com/61094.html) at my livejournal on 25th February 2011.

It starts out being a day just like every other one.

Zack has the schedule and it looks a lot like every other day: radio station, magazine office, radio station, venue, sound check, on stage, hotel. By the time they pull over for breakfast in some diner, there's another magazine interview scheduled for after sound check, and Zack's scribbled all over his paper copy of the schedule and yelled at the record company for failing to take into account how far they had to travel today.

It's a day just like every other one.

At the radio station, Brendon pushes open a fire door right into the middle of the line of kids waiting to meet them; Zack has to crowd Brendon back against the wall so he doesn't get stampeded by fifteen super-enthusiastic teenagers that Zack's pretty sure should be in school. Zack's reminded for the hundredth time today just how much bigger he is than Brendon; just how much bigger he is than both of them.

When Zack has to try and get them on to the bus so that they can make the interview at the magazine office, Spencer decides that this is the perfect time to take a call out in the parking lot. Zack tries to herd him on to the bus, cell phone in hand, and when he pulls Spencer through the door he can't help but notice how easily he can circle his fist around Spencer's wrist.

It makes Zack feel pretty good, he can't lie. He's always in control, that's his job and that's what they pay him to do, but he hasn't exactly worked with people like Brendon and Spencer before, people who yield to him like they both do. The way that they both react to him make him feel kind of special. He covers it up and acts like it's normal and doesn't ever let on any of the ways in which it's different to every other job he's ever had, but it _is._ Not only that, but he's _good_ at his job. Really fucking good. No one else can keep these guys in line the way that he can. Being aware of where they are and what they're doing _is_ the job, and just because it's gotten to the point where he knows how they're going to react in any given situation, that doesn't mean that he's _too_ focused on them.

He can't deny that it's kind of weird, though. Like, he knows that Brendon and Spencer both push him, trying to get away with whatever shit they're trying to pull at whatever time on whatever day, but sometimes he thinks that they're _pushing_ him. Today, they're definitely pushing him. Brendon gets too fucking close to the kids on the barrier at the second radio station, and when Zack has to slide an arm around him from behind and pull him back, Brendon rocks on his heels and goes easily, letting Zack bear his weight. He doesn't pull away when Zack puts him down and it's not _weird_ , as such, apart from how it is.

In the parking lot at the venue, before sound check, they all climb up on to the roof of the bus to eat shitty burgers and have a couple of beers before they have to go sound check. Spencer leans too far over the edge and Zack has to grab his shirt and pull him back again; Spencer apologizes with a lazy grin and doesn't move away, pressed too close in to Zack's side. It's nothing, apart from how it feels like it is.

It's like this thing that's been going on for ages that none of them talk about, or acknowledge, but it's a little _odd_.

It doesn't stop, either. Zack just keeps on noticing how much bigger he is than either Brendon or Spencer, and fuck, it's not like he's the kind of person to spend his whole life moaning about the fact that he's a big guy. He doesn't even care, what the fuck, but when he's around Brendon and Spencer he _notices_. He notices that they fit against his side when they're all in the kitchenette at the same time, warming up coffee in the microwave after the sound check goes on too long, or squeezing in to the last remaining booth at the restaurant before they go on stage.

He notices when Brendon gets hard when Zack has to put an arm around his waist and drag him away from the dessert menu in the restaurant because the bus is ready to go, and they have a meet and greet to get to and Brendon won't tear himself away. Zack notices _that_ , and he notices Spencer watching them with dark, thoughtful eyes.

The atmosphere is kind of weird after that. On the bus, after the show, on the way to the hotel in butt fuck, wherever, Brendon uses Zack like a jungle gym, clambering all over him. Thing is, Zack knows Brendon better now than he did at the beginning, and he knows that Brendon doesn't act like a kid for no good reason. He doesn't let on that he knows why Brendon's always all over him like poison ivy, and he doesn't let on that he knows Spencer watches them all the fucking time. So he does what he always does, and he rolls his eyes and complains about his fucking job and then most definitely does not let on that he likes it as much as Brendon does when Spencer makes them stay still for a picture, and Brendon sits in Zack's lap and beams.

Afterwards, Spencer dumps his camera down on the floor and Brendon spends the next two minutes maintaining that there's nowhere else on the bus that he can sit - which is a lie, and Zack knows it is a lie, and Spencer knows it is a lie, and Brendon knows it is a lie. They all know it's a lie. At one point in their relationship Zack might have dumped Brendon on the floor and tried not to think about how Brendon's eyes got dark, but now, at this point, he just rolls his eyes and lets Brendon stay where he is, on Zack's lap.

He doesn't actually notice his hand is resting on Brendon's hip, half under his shirt, until he looks up from the movie they're supposed to be watching and finds Spencer watching him so intently that Zack is suddenly reminded of where he is and what he's doing.

He doesn't stop.

He's not stupid. Now that he's figured it out, he knows that this is what it's all been building up to. He moves his hand further under Brendon's shirt, so that the flat of his palm is resting against Brendon's stomach, he doesn't take his eyes off Spencer's face. He hears Brendon's shaky inhale as he pushes Brendon's shirt up a little further, fingers splayed against Brendon's skin.

Zack can tell from looking that Spencer's hard.

He doesn't know what they're doing, but stopping doesn't cross his mind.

It's easy to keep stroking Brendon's stomach, to keep easing his shirt even further up until Zack can touch Brendon's nipple and watch Spencer's face turn pink. Brendon is breathing heavily in his ear now, but none of them are saying anything and the tension in the room feels taut and hot and tight. Brendon's hard, Zack knows without even having to look. He can feel the tiny, almost hidden roll of Brendon's hips as he rubs the heel of his hand across Brendon's skin.

Spencer bites down hard on his lip, his eyes dark and his face flushed. He's watching Zack touch Brendon so intensely that Zack doesn't think Spencer realizes that Zack's watching _him_. He pushes Brendon's shirt up even further so that he can slide his hand across Brendon's ribs and around under his arm. Brendon's ticklish, Zack knows this, but it's still a surprise when Brendon shivers against his fingertips, letting out a half-bitten back whine as Zack pushes his shirt up even further.

It's Brendon who moves in the end, who ups the ante and tugs his shirt over his head and drops it on the floor defiantly. He wriggles back into Zack's side and looks at him fiercely.

Zack knows that _this_ is the moment. Not earlier, when he was touching Brendon and Spencer was watching and none of them were admitting what was going on, but _this_ one. When they're all going in to this with their eyes open.

Zack slides his hand down Brendon's side, holding him near, and Brendon breathes in with a shaky breath. He's clearly turned on, which Zack _likes_. Brendon meets his eye and raises an eyebrow. When Zack moves his hand, Brendon hisses in a breath.

Zack holds his gaze.

"Spence," Brendon says, after a moment. "Come sit closer. You're way too far away over there."

Zack doesn't move his hand away from Brendon, but when Spencer comes to sit on the other side of Brendon, Zack leans over and slides his other hand onto Spencer's thigh.

Spencer lets out a breath. "Fuck," he says, softly, and Brendon's head tips back.

"Hi," Brendon says, because he has to tip his head back to see Spencer, sitting behind him.

Zack rubs the pad of his thumb across Brendon's nipple, all the while watching Spencer's eyes darken even more as he watches. Brendon shivers under Zack's touch, biting back a groan as Zack continues to stroke him.

"Hi," Spencer says, awkwardly, and he shifts on the tiny couch so that Zack's hand has to move with him, trapped in the curve of Spencer's hip. Spencer's hips rock, just that little bit, and this time it's Zack who has to bite down a breath, because that's Spencer's dick. He can feel Spencer's balls through his pants and he's touching them both, Brendon and Spencer, one hand on Brendon and one on Spencer, and it feels a little like he could fold them both up in his arms and have them both fit and he has never, not once, not ever, felt so intensely aware of his size and what that might mean.

It's a little awkward, but he can rub the back of his fingers over the bulge in Spencer's pants at the same time as touching Brendon. It feels kind of amazing to be able to run his hand up Brendon's arm and across his shoulder and up to his face. He cups Brendon's jaw in the palm of his hand.

Brendon is watching him, mouth fallen partly open, skin flushed. The way he fits on Zack's lap like this is kind of breathtaking, but that's not what Zack wants. He turns to Spencer, and says, "You should kiss him. I know you want to."

Spencer never backs down, not even when it's something he doesn't want to do, but Zack knows that Spencer wants this. It's a weird angle, but Spencer edges forward on the couch so that he can sit up and touch Brendon's face. The only way he can kiss him comfortably is to kneel up, and so he does. He kneels, cupping Brendon's face in his hand and Zack doesn't want to let go of either of them, so he strokes Spencer through his jeans and is rewarded with the rock of Spencer's hips up and into Zack's palm. Brendon whines, clearly unable to help himself, and then Spencer just leans in and presses his mouth to Brendon's.

Zack doesn't know yet if this is the first time they've done this, but it's not the first time either of them have wanted to, Zack knows. He's worked around bands most of his life, and he's never worked with any that had the kind of relationship Brendon and Spencer have.

"Yeah," he says, as he watches Brendon's mouth opening beneath Spencer's insistent kiss, "fuck, yeah."

Brendon makes a soft, desperate sound in his throat and his back arches as he tries to kiss Spencer back, harder. Zack keeps a firm grip on Brendon's shoulder, though, holding him where he is, in Zack's lap.

Watching them kiss, Zack realizes, is kind of mind-blowing. He _knows_ that both Brendon and Spencer are putting on a show. They're loud and kind of desperate and kissing _right there in front of him_. He couldn't have asked for anything more than this, he just _couldn't_. He concentrates on playing with Spencer through his pants because he knows that even though it's Brendon in Zack's lap, it's Spencer that's going to come apart first. It's Spencer who is going to lose control first, and Zack can't wait.

It's Spencer who ups the game this time, and Zack knows it's because it's either this or coming in his pants, because when Spencer reaches down and unzips his fly and tugs his underwear down, he's hard and flushed and kind of desperate.

Zack wants to blow him. He wants to blow him so hard he barely knows what to do with himself, and he was clearly lying when he thought he was in control of this situation because he's not. He's really, really _not,_ because when Brendon wriggles in his lap, it's _Zack_ who has to swallow down a groan.

Brendon makes a gleeful, happy kind of noise in his throat and wriggles again, which, well, _no_. Zack will admit to being less in control than he wanted to be, but that's as far as he's willing to go just yet. He didn't plan this, not one little bit, but now that it's happening, it's happening the way he wants it to, so he just rolls his eyes.

"Oh no you don't," he says, and he can't even try and hide the lazy heat in his voice. He pushes at Spencer's shoulder with the heel of his hand so that Spencer sits back on his heels. "You," Zack says, pointing at Spencer "don't touch." And you - he runs his hand across Brendon's stomach, one eyebrow raised, "keep still."

Brendon deliberately wriggles himself still, a grin sneaking across his face as he rocks back against Zack's erection.

"Stop being such a dick," Zack says, but he echoes Brendon's grin, even as he wraps his hand around Brendon's wrists and pulls them up above Brendon's head.

Brendon very deliberately does not move. His grin, however, is wide and bright, his skin flushed pink. Zack wants to hold him still for a very, very long time. He wants to do the same to Spencer too, who is still kneeling up on the couch, his pants around his thighs.

"Take his wrists," Zack says, and Spencer swallows and nods and takes Brendon's wrists in both his hands. There's something really kind of amazing about Spencer doing in two hands what Zack can do in one. It also means that neither of them have their hands free, and Zack takes advantage of that, running his hand first down Brendon's side, oh-so slowly, and then down Spencer's. He feels them both shiver beneath his touch and it's all he can do to keep his enjoyment off his face, because this feels kind of incredible.

"You ever think about sucking him off?" Zack asks Brendon, conversationally.

Brendon moves his shoulder. A shrug. There's a pink flush across his cheekbones, and Zack knows he's uncovered something secret. He doesn't feel bad for pushing, because they're here, doing this, and nobody's hiding anything.

"Well?" Zack says, pushing.

"Yeah," Brendon says, softly, "yeah, I have." Zack watches as Spencer's hands tighten around Brendon's wrists, and Brendon shoots Spencer a sidelong, vaguely wary look. He has nothing to worry about, though, because Zack knows that Spencer wants Brendon right back. That's so obvious it's ridiculous. Zack knows how to wrangle his boys.

"How about you, Spence," Zack says, turning his attention to Spencer. "You ever think about blowing Brendon?"

"Yeah," Spencer says, without even having to think about it. He doesn't say anything else, and Brendon trembles in Zack's lap, turned on and taut like a wire in Zack's arms.

Zack runs his thumb over Brendon's nipple again, just to feel him shiver.

"You ever think about sucking Zack off?" Spencer says, in a rough, low voice. He's not looking at Brendon. He's watching Zack, but he shoots Brendon a look before he speaks again. "Because I know I have."

Jesus fucking _Christ_ , Zack thinks.

"Yeah," Brendon says, and his voice shakes a little this time. "Yeah, I've thought about that."

Zack is, momentarily, speechless. He hadn't thought much about what they were doing here, and he hadn't thought much about what had gotten them here, just that they _were_ here, and they were here doing what they wanted to do, and what the hell was wrong with that?

"Are you going to let us?" Spencer asks, after a moment.

"Yeah," Brendon says, chiming in. "We could both do it. At the same time. Together."

Zack was a little out of his depth, although there was no way he was going to let either of them know that. "Yeah," he says, a little roughly, because he might well be secretly out of his depth but he's in control of this situation and it's going to remain that way. "You could," he says. He glances from Brendon, to Spencer, and back again. "You both could."

He rocks his hips a little, which was supposed to be an impetus for Brendon to move, but Brendon just wriggles back against him, and Zack is hard-pressed to hide his reaction.

"Keep your hands above your head," Zack says, because he'd told Brendon not to move, and Brendon _moved_. "Stand up and let Spencer take your pants off. Spence, lose the shirt."

"Are you going to lose yours any time soon?" Brendon asks, and he's nothing if not forward, Zack knows this from years of working with him. He likes the way Brendon's pushing against him, though; it's everything he loves about Brendon, right there in front of him.

Spencer just looks smugly satisfied with himself and his suggestion. Zack rolls his eyes, grins, peels off his shirt, and dumps it on the floor next to Brendon's.

"Any other smart ideas?" he asks, as Spencer shucks off his pants and makes a start at unbuttoning Brendon's jeans.

"You could lose the pants," Spencer says, raising his eyebrows pointedly.

"Yeah, yeah," Zack says. "In a minute." He's watching Brendon watch Spencer unbutton his pants, and there's no disguising how hot this is. How hot they are. How hot they are together. "You two should make out again," he says, "once you lose the pants, Brendon."

Brendon loses the pants in an instant, and kicks them away.

Zack smirks, and moves his hand in a _you two, right now_ kind of way.

"Oh, alright," Brendon says, tilting forward so that he bumps into Spencer with an _omph_ , "if you insist."

Spencer shoots Zack a sidelong look, and grins against Brendon's mouth as Brendon leans in for a kiss.

He keeps on watching, even as Brendon continues to kiss Spencer, and Zack feels a curl of something hot deep in his belly that feels a lot like he could watch the two of them together for a very long time. He adds it to his list.

Brendon is and always has been good at playing for the crowd, and right now Zack _is_ the crowd, and he's getting a really pretty amazing show. He can't take his pants off because it's bad enough sitting here watching without being unable to stop himself jerking off. The only thing stopping him at the moment is his shorts.

He knows that both Brendon and Spencer know this, which is why they're making such a show of this, tangling their hands in each other's hair, hips pressed up against one another, obnoxious, obscenely loud kisses, their eyes sliding towards Zack instead of each other.

Zack doesn't berate them for it. He likes that they're putting on a show. He likes that they're both getting off on this. He's getting off on it too.

"Like this?" Spencer asks, breaking off from a kiss to press his forehead to Brendon's and rock back on his heels, eyeing Zack with a glint in his eye. He runs his hands down Brendon's spine and down to the curve of his ass.

He knows what he's doing. Zack knows what he's doing. Zack wonders if Spencer realizes Zack's getting off on the fact it's their first time. Which it is, he can tell now. They're uncertain enough beneath the outward show that it's obvious - at least to him, who knows them both better than probably even they know. He forces himself to stay still on the couch, to not let on how turned on he is.

"Yeah, yeah," Zack says, to cover up the fact that in reality he's really fucking hot for the two of them like this. "Do you two want to hurry the fuck up? A guy could die from the whole lot of blow jobs not going on over here."

Brendon rolls his eyes, pretending like he doesn't care, but the pink flush to his cheeks and the bright, intense gaze he flicks at Zack, and then back at Spencer, is enough to suggest that he's more than engaged with this plan.

"How'd you want us?" Spencer asks, deceptively lazily. Zack can see how turned on Spencer is, the lightning quick fist clenches he's trying to hide by keeping his hand behind his back. Zack's been watching the two of them for _years_ now; if he couldn't read their moods like a book then he'd be out of a job and they'd be stuck eating hair cookies or falling off the top of the bus or getting themselves trapped in a motel room with the one super-crazy fan they can never quite shake off. Zack hates the really, really crazy fans. There's always one.

Zack unbuttons his fly and shucks off his pants. His underwear is a little faded and there's a hole just underneath the waistband; he ignores it and kicks them off. They hit the pile of his and Brendon's clothes; Spencer's managed to keep his together, over the other side of the bus. "On your knees," Zack says, opening his legs.

Brendon makes a soft, high-pitched whine and drops to his knees, crawling in between Zack's legs. Zack has to bite down on his lip to stop himself from giving himself away; when he looks up, Spencer's smirking.

Zack rolls his eyes. "Just for that, you can be the one to jerk me off," he says, pointing at the floor.

Spencer echoes his eye-roll, but he's twitchy and flushed and Zack knows how close he is, knows that Spencer's closer to the edge than either he or Brendon is. Zack can't help but wonder what it is about this whole situation that has Spencer so particularly turned on. Spencer kneels by Zack's leg, and when Zack slides one hand into Brendon's hair and one into Spencer's, Spencer makes a sharp, desperate noise. He wraps his hand around the base of Zack's cock and his grip is kind of amazing.

Zack stops himself from making a loud, embarrassing noise by biting down on the inside of his cheek and guiding Brendon forward; when Brendon opens his mouth and licks at the tip of Zack's cock, Zack honestly thinks his eyes are going to roll back in his head. When Spencer starts jerking him off, that's it. He gives in and groans, leaning back against the back of the couch. Spencer's watching him, eyes bright, his rhythm uneven on Zack's cock.

He's still watching Zack when he ducks his head and licks at Brendon's cheek, and the corner of his mouth, at Zack's cock. It's fucking filthy, and Zack's not a robot. Spencer's looking up at him, and he _knows_ what he's doing to Zack and Zack's the one who is supposed to be in control here, and he's not giving it up, no matter what Spencer can do with his tongue. No matter that Spencer is kind of kissing Brendon over the head of Zack's dick, and there's a string of saliva at the corner of Brendon's mouth that Zack can't stop looking at.

"Hey," Zack says, because Spencer's hand has stilled on Zack's cock and he's too busy making out with Brendon to notice that Zack isn't getting any attention. Zack's fingers tighten in Spencer's hair, and Spencer grins around Brendon's kiss.

"Sorry," Spencer says, unrepentantly. He raises an eyebrow, and then leans in and mouths at the base of Zack's cock, his tongue sliding across his fist, and it should be really fucking weird but it turns out that that is stupidly hot, almost as hot as Brendon taking Zack's cock in his mouth again. When Spencer's fist meets Brendon's mouth, Zack groans again, his hips pressing up. Even Spencer's lost the smirk, now, his breath hot and heavy against Zack's skin.

Zack finds himself wondering what it would be like to kiss him, to kiss Brendon, to kiss both of them, and he imagines making out with them one after the other, at the same time, taking turns. "Fuck, _fuck_ ," he manages, because Brendon's mouth is wide around Zack's cock and it doesn't matter how much time they've been dancing around this situation, it could never live up to the sight of the two of them, kneeling around his cock, getting him off.

He doesn't warn them when he's close. It's probably pretty obvious, he thinks, because his breathing is fast and heavy and his hips keep rocking up so that Spencer's fist bumps Brendon's mouth. Brendon hums around Zack's dick and Spencer's tongue licks a stripe across Zack's skin.

He comes with a cry, hips rocking up into Spencer's fist and Brendon's mouth. It's hot and desperate and sweat beads across his skin as he tips his head back and tries to remember to breathe. It's all he can do to push Brendon away and get Spencer to loosen his grip on his cock. He usually hates being touched immediately afterwards but it seems like today is full of new experiences, because Spencer's hand on him feels _good_.

Brendon's mouth is red and wet, and Zack wants to tug him closer and kiss the taste of him off Brendon's tongue, but he doesn't. Not yet. He runs a hand down Spencer's arm, instead, and Spencer shivers, unable to help himself. Zack knows how close Spencer is to losing it, can tell in the way his breath catches as Zack touches his elbow, the flush to his skin and the way his gaze dart from Brendon's erection, to Zack, to Brendon's eyes. It's all too much. Zack wants _more._

He squares his shoulders. "Come here," he says, to Brendon, and Brendon's brow furrows as Zack beckons him closer. There's room in his lap for Brendon, Zack knows, and even though he doesn't ask for their kisses yet, he still wants them both close. Brendon's happy to oblige, and he clambers into Zack's lap, his ass sliding across Zack's still-sensitive cock as he gets comfortable. Brendon's own dick is flushed red and hard, the tip shiny and wet. Zack wants to touch it, but he doesn't want to get Brendon off just yet. Brendon can wait. Brendon needs to learn how to wait. Zack doesn't mind teaching him.

Brendon reaches down for his own cock, but Zack bats his hand away.

"Not yet," he says. Then he slides his hands down Brendon's arms and closes his fingers around Brendon's wrists. "Arms up," he says, and he strokes his way back up Brendon's arms as Brendon puts his hands in the air, over Zack's head.

Zack grins. "Stay like that, he says. "You can put your hands behind my head if you want. If you need."

Spencer's still kneeling down. He looks vaguely confused, and definitely turned on. Zack likes that look on him, and rather than explaining what he's got planned out, he runs his fingertips up and down the inside of Brendon's biceps, feeling him shiver beneath his touch. "You like that?" Zack asks, leaning in and breathing out against Brendon's ear.

Brendon just nods, tipping his head back against Zack's shoulder. He's angling up for a kiss, Zack knows, but he doesn't respond. He wants to wait it out until Brendon is desperate and begging. And he's got other things to think about, like _Spencer_ , who's starting to look a little like he thinks he's been forgotten.

Zack hasn't forgotten. He hasn't forgotten either of them.

"Come up here," he says, softly. He pats the couch next to him, and Spencer looks a little puzzled as he makes to sit down. "Not there," Zack says, and he shifts so that he's mostly in the corner of the u-shaped couch, Brendon in his lap. "Kneel up."

Spencer gets it quickly, which is what Zack wanted. There isn't that much room on the couch and Spencer can barely keep his balance as he tries to kneel up over Brendon and Zack. He ends up leaning past Zack and grabbing the back of the couch to stay upright. His cock is pressed up against Brendon's chest. His mouth is by Zack's ear.

Zack hadn't actually thought this part through, clearly, because there's no way he's going to be able to be this close to the two of them and _not_ kiss them. No matter what his intentions. He can't help it. He angles his face up and catches Spencer's mouth with his own; it isn't a very _good_ kiss, but Spencer whimpers against his kiss and Zack is not a monk, okay. He might have just come, but he has a naked and wriggly Brendon in his lap and Spencer kneeling over him and there is no way that this is anything less than totally fucking awesome.

"What about _me_?" Brendon complains, kind of breathlessly.

"Wait your turn," Zack says, but he sneaks his hand in between Brendon and Spencer and strokes at Brendon's nipples so that he keens, arching up into Zack's palm. "Fuck, we need more room," he complains, since there is no way that Spencer is going to be able to stay kneeling up over them, not like this. Not without someone getting hurt. Zack has seen too many of their stupid accidents over the years to let himself be the cause of one.

"Don't want to," Brendon says, sulkily.

Zack just laughs. Spencer's kiss is kind of sloppy and breathless but it's the hottest thing Zack can remember, and he gives up touching Brendon in favor of curling his fingers around Spencer's cock. This shouldn't even be mathematically _possible_ , he thinks, calculating how they're all staying upright. His cock is still soft, but it's nestled into the curve of Brendon's ass, and even though he's hardly nineteen anymore, it doesn't hurt that this is the hottest thing he's done in forever. It's not going to be long before he's getting turned on again, before his rhythm on Spencer's cock gathers a little momentum and stops being so fucking lazy.

Spencer is groaning into Zack's mouth as Zack jerks him off. He's bracing himself, one hand against the wall, the other on Zack's shoulder and Zack can feel it, the way Spencer's cock is pressed up against Brendon's chest. Zack half-expects one of them to fall off the couch; he's known them both too long. He's always prepared for the worst.

"We need a _bed_ ," Brendon complains, breathlessly.

Zack can't think about sharing a bed with Brendon and Spencer. He'd never hold it together. The floor, though, that's an option, although not a comfortable one as Zack has _knees_ , and he likes to be able to feel them, and having sex on the bus floor with the band he's supposed to be running security for, well? That doesn't bode well for his knees for the next few days. "What's the fucking time?" he asks.

"Oh, I don't know," Spencer says, breathing heavily against Zack's neck. "Let me just check my watch. Oh, right. I'm _naked_."

"See if you get to come next," Zack says, rolling his eyes. "You know, we have a _schedule_. And a _hotel night_."

He had never, ever intended this to turn into a hotel night, but he's very well aware that there's no way they can continue this on the bus. A bed, though.

"If it's anywhere near midnight, we're due in," he says. "Anybody know the time?"

Brendon wriggles, and it goes straight to Zack's cock. He pinches Brendon's nipple, just because he can, and he's rewarded by Brendon's soft, keening whine. Zack can't wait until he gets to lay Brendon out on the bed and make him come. _Fuck_. This is all getting too much, too quickly.

"I don't care what time it is," Spencer complains, "I need to fucking _come_."

Zack can't actually think straight. He tries, but he still can't tell by listening if they're off the freeway yet, and there's no way he's tugging open the curtains to check.

"I need to come too," Brendon agrees, rocking his hips up.

Zack groans. "Jesus, Brendon," he says, and he slides his hand down Brendon's chest. "Fuck."

"Knew you wanted me," Brendon says, and he's trying for offhand and nonchalant but he just comes off sounding hot and desperate and turned on. He sounds amazing, and Zack wants to move him so that Brendon's kneeling up over him, and Zack can tug him down and kiss him over and over until Brendon's whimpering against his mouth and begging Zack to let him come. He wants to get to the fucking hotel so that he can lay Brendon out against the sheets and take his fucking time. For the briefest of brief moments he imagines Brendon riding him, and his cock stirs at that, because seriously, totally fucking hot.

"Yeah, yeah," Zack says, running his hand back up Brendon's chest and cupping his chin, tilting his head back so he can lean down and press a kiss to Brendon's willing mouth. "Just you wait."

"I'm waiting," Brendon says, a little breathlessly.

"We'll get you in that hotel room," Zack says, and he _knows_ his mouth is running away from him. He's giving too much away, giving away too much of the control in the situation, but he can't not because this has gone to a place he hadn't expected it to, and Spencer is panting breathlessly against his neck, his hips rocking helplessly up and there's only one place this can go, and it involves them all coming. "Get up," he says, suddenly, because he's got an idea and he wants to try it out. "Spence, you kneel here," he pats the couch next to him on one side, and then the couch on the other side of him. "Brendon, you go here. Kneel."

It's a scramble of knees and elbows but it works. Zack feels the loss of Brendon and Spencer from his lap but that just doesn't work on the couch like this. And this way he can touch them both, which feels like it was the ultimate aim in the first place, anyway.

Brendon darts in and presses another kiss to Zack's mouth, and it's a surprise, an actual surprise because Zack is normally pretty good at reading these two. He'd thought it was an okay thing, the amount of time he spent watching the two of them, that it was his _job_ and he was doing what they paid him to do, but he's pretty sure they hadn't been paying him to work out what the two of them would be like in bed, which was exactly what he clearly had been doing for the last however long. Zack finds himself chasing Brendon's kiss, and before he knows what he's doing, Brendon's kissing him again, deep and kind of desperate. Spencer's touching him too, sliding his hands down Zack's chest. He's rapidly losing the upper hand here and he needs to get it back. He squares his shoulders and sits back, trying not to miss the taste of Brendon's kiss against his tongue. He circles Spencer's wrist with his palm.

"Hey," he says, and Spencer's breath catches, his eyes fixed on Zack's hand. _Yeah,_ Zack thinks, and tightens his grip, just enough to make Spencer groan out loud. _That_ , he thinks, _is new_. He's going to exploit that as much as he can. "You two should make out again," he said, to deflect attention from the fact he's getting hard again.

Brendon snorts, and Spencer tries for a smirk, but he can't hide how his attention is mostly drawn to Zack's hand around his wrist. Zack smirks right on back, and raises an eyebrow. _Score one_ , he thinks and nudges Spencer towards Brendon.

They don't need to be told again. They are very, very clearly engaged with this plan, and Brendon grins as he lunges in for a kiss, groaning loudly as Spencer curls his other hand - the one that Zack isn't holding on to, tightly - into Brendon's hair.

"Closer," Zack says, in a low voice, because Brendon and Spencer are almost chest-to-chest, kneeling up over Zack, but it's not close enough. He wants to wrap his fist around both of their cocks at once and right now they're just far enough apart for that to be kind of difficult. Kind of _hard_.

 _Hard_ , he thinks, and smirks. It's abruptly written off his face when he catches Brendon's eye, though, because Brendon's watching Zack watching them, his kisses loud and explicit and really fucking hot, and Zack feels kind of out of control, even though he won't admit it any time soon. He reaches for them then, and he can feel their surprise as he catches their erections in his fist, holding them tight enough that Spencer groans out his appreciation and his surprise into Brendon's kiss, and Brendon yelps and presses his hips forward into Zack's hand, trying to fuck into Zack's grip.

Zack grins, because this is really fucking hot, the two of them kneeling over him like this and him still getting to be in control, _and_ getting to watch, all at the same time. He moves his fist, just a little, just enough so that Brendon's breath stutters and he bites down on Spencer's lip.

It feels a little weird that it's got to this point; that things have shifted between the three of them enough that this feels new and exciting and hot and yet not hugely unlike the kind of way they act around each other normally, although usually with more clothes on.

"Gonna fuck you," Zack says, in a low voice. He loosens his grip a little on their cocks and starts to move his hand a little easier; he's still holding Spencer's wrist in his other hand and Spencer's breathless and panting into Brendon's kisses and Zack _knows_ that Spencer's going to break first, he just _knows_ it. He find himself anticipating the moment Spencer cracks and tips over the edge.

"Which one?" Brendon asks, leaning his forehead against Spencer's. His mouth is red and wet. "Who are you going to fuck?"

"Both of you," Zack says, and he's starting to get hard again too, a double-quick turnaround for him, and he should know. Some days when he's off the road and it's just him, he'll spend the whole afternoon jerking off, one time after the other, just because there's no schedule to keep to and he just _can_. His turnaround would have probably been quicker if he'd had Brendon and Spencer around to keep him company, but that probably would have defeated the purpose of being _alone_. Right now Zack can't imagine not wanting the two of them around. "One after the other."

Spencer actually fucking whines, and Zack's heard it all over the years. He's been on enough buses with enough guys to know that jerking off on tour isn't the secret that some of them wish it was. He's heard Brendon get off and he's heard Spencer get off. He's heard them have sex with their girlfriends and he's heard them have sex with people they definitely weren't dating. He's heard Brendon exchange breathless, desperate blowjobs with a series of guitar techs over the years, down deserted hallways and in janitors' closets and one time, in the bathroom on someone else's bus with Zack standing guard outside.

He's heard all of that, and he's heard Spencer's bitten off _Brendon_ that one time he woke up in the middle of the night and had to listen to Spence jerking off before he could roll over and go back to sleep again, but he's never, not once, heard Spencer whine like that. It goes straight to Zack's cock, and probably to Brendon's too, judging by the way his hips buck up into Zack's fist. It makes Spencer cry out, and Zack doesn't give a fuck about equal opportunities right now. He knows - probably better than Brendon himself does - that Brendon can _wait_. That Brendon gets off on waiting, that he can hold out and make it last and he can revel in the build up in a way that Spencer can't. So he switches his attention to Spencer, because Spencer _can't_. Because Spencer is nearing the edge and he's pink-cheeked and flushed and thrusting up into Zack's fist and holding on to Brendon's shoulder like he _needs to_ , and that - _that -_ is really fucking hot.

Brendon clearly thinks so too, because he's cupping Spencer's face in his hand and tilting his chin up so he can mouth at Spencer's neck, and this is pretty fucking amazing, Zack thinks, because now it's the two of them, Brendon and Zack, and they're both concentrating on Spencer like he's the only one in the room, and it actually feels fantastic. Brendon's still so fucking hard, but his cock has slipped out of Zack's grip and Zack's just jerking Spencer off now, and he's flushed and hard in Zack's hand. Every time he moves his fist he bumps into the head of Brendon's cock and it still feels amazing knowing that Brendon is getting off on holding out.

He can feel Spencer nearing the edge, and it's obvious in the stumbling rhythm of his hips and the way his breaths catch as Brendon kisses his jaw, his throat, biting at the curve of his shoulder. His hand clenches and unclenches in Zack's grip, and Zack thinks about letting go, but he doesn't, because Spencer wants this, he _knows_ it.

When it happens, it's quieter but no less hot than Zack had anticipated. Spencer comes with a soft _oh_ ; his hips buck forwards into Zack's fist and then he tips his head back and Brendon curls his fingers into Spencer's hair and tugs him forward for a hard, desperate kiss. Zack keeps a hold of Spencer's cock, still moving, even though Spencer's whimpering and shivering from the sensation. He's over-sensitized and kind of loud; he pushes at Zack's shoulder with his hand, but when Zack let's go of Spencer's cock, Spencer whimpers in disappointment.

Zack rolls his eyes, but it's only perfunctory. He can't hide how turned on he is, or how happy he is with Spencer - and with Brendon, for _waiting_ \- so when he loosens his grip on Spencer's wrist and pulls him down next to him on the couch, he wraps an arm around Spencer's shoulder and lets him lean into his side.

Brendon fucking sulks. "What about me?" he complains, leaning over so that his cock is bumping Zack's stomach. He rocks his hips up so that the head of his cock slides across Zack's skin, hot and a little desperate. He leans over Zack and presses his mouth to Zack's, petulant and demanding. It's an act. Zack knows Brendon better than he knows anyone, apart from maybe Spencer. Watching them is his _job_ ; making sure they're safe is what he gets paid for. He knows better than anyone the way Brendon tries to get what he wants. He also knows better than anyone how to give Brendon what he actually wants, something he's pretty sure Brendon hasn't figured out yet.

"Stop fucking around," he says, deceptively lazily. He runs his hand down Brendon's chest. Brendon rocks his hips up again, a rhythmic pulse that does weird, exciting things to Zack's insides. He concentrates on not showing how turned on he is.

"Spencer got to come," Brendon says, one hand on Zack's face. His gaze skitters to Spencer for a moment, and then back to Zack. His cheeks are flushed. He strokes his fingertips down Zack's face.

It feels good, so Zack doesn't push him away. He likes having them both close like this; he likes that he is big enough to engulf the two of them, and have them both. "Spencer doesn't get off on waiting, like you do," Zack says, and he slides a hand in between Spencer's legs, just because he can. He smirks. "You like it, so don't front."

Brendon makes a face. "Do not," he says, which is a lie.

Zack closes his fist loosely around Brendon's dick, not tight enough to grip, but just tight enough that Brendon gets the whisper of a touch. Brendon tries to fuck up into it, but Zack loosens his fist, stretching his hand out. Brendon whimpers.

"You do," Zack says again, because he really, really does. He concentrates on Spencer, instead, because Spencer's still looking dazed and kind of surprised. Because he _can_ , and because he wants to, Zack leans over and kisses Spencer; it takes Spencer a moment to respond and then he's kissing him back, eagerly arching up in to Zack's kiss.

Brendon squeaks, but it's a good noise, Zack can tell. He's not concerned he's reading Brendon wrong; he _knows_ that Brendon gets off on this. Knows it better than Brendon does. He strokes his hand down Brendon's chest as he kisses Spencer and lets Spencer lazily kiss him back, still a little dazed from his orgasm. Brendon presses up into Zack's touch, but Zack very deliberately doesn't look at him as he continues to make out with Spencer, all the while trailing his fingers across Brendon's skin. When Brendon's breathing gets a little more ragged, Zack moves his hand further down, down past his erection so that he can touch his balls.

It feels pretty amazing. He knows that Spencer's watching his hand on Brendon's skin, even while Zack's making out with him, and that feels _good_. He loves the way that Brendon and Spencer are so fixated on each other, even now when it's him they're with, and he's the one that's figuring this shit out and taking the lead. The whole thing is weird, but he doesn't care. It just feels good, and that's what's important.

"Zack," Brendon says, breathlessly. He rocks up into Zack's hand.

"Patience, my little padawan," Zack says, in between kisses. Spencer's mouth is really fucking nice; Zack doesn't really know why he's never actually noticed that before today. He thinks that maybe this could become a problem, how good he's finding all of this, but he doesn't lend any attention to it at the moment. That part of all this can just wait.

"Fuck," Brendon breathes. "Oh, _fuck_." His breath hitches.

"Going to ask Spencer to blow you later," Zack says, conversationally. Spencer makes a high-pitched, desperate sound and Brendon echoes him, their gazes locked. Zack _loves_ the two of them. They're so in tune with each other, so hot for each other, so up for this that Zack hardly knows where to start working through this list of things in his head he wants to try out. "You okay with that, Spence?"

Spencer nods. He tries for an easy, lazy grin but what he manages is turned on and hot. When Zack raises his eyebrows, Spencer makes a face at him.

Zack just grins, switching his attention back to Brendon, tugging him down closer so that he can feel Brendon's hot, desperate breaths against his cheek. He can feel the shift in the rhythm of the bus beneath them; they're off the freeway and onto city streets, he can tell by the stop-start jerks as suddenly stop signs and street crossings become a part of the road again. Not long until they get to the hotel. "Gonna lay you out on the bed," he says, softly. "Going to fuck you; gonna get Spence to jerk you off at the same time."

Brendon whimpers. His hand, Zack notes, is curled into Spencer's, holding him tightly. His knuckles are white.

"You want that?" Zack asks. He knows the answer to this. He's not going to ask a question he doesn't know the answer to, not with these two. Not now.

"Yeah," Brendon says. He hides his face in Zack's shoulder for a moment, his breath hot against Zack's skin. "Fuck me real hard, Zack."

It takes all of the willpower Zack can manage not to let on how turned on he is. "Uh-huh," he manages, but when he meets Spencer's eyes, Spencer's smirking like there's no tomorrow.

"Fuck you," Zack says, but there's no heat behind it. He strokes his hand down Spencer's back, instead, fingertip dipping into the crease of his ass; Spencer yelps, and then presses back against Zack's hand. He raises his eyebrows at Zack and grins.

When the bus comes to a complete standstill, the engine making one final rollover before collapsing into silence, Zack sighs. "Hotel," he says, flicking the corner of the curtain up just enough that he can see the slither of the hotel sign, and nothing else. "Clothes on, boys." He slaps Brendon on the back, like he's done a hundred times before, and Brendon arches his back and _whines_.

 _Wow_ , Zack thinks, and judging by the look on Spencer's face right now, his reaction is just the same.

"Shut _up_ ," Brendon says, when faced with their twin smirks. "You two react normally when you're the only one who hasn't been allowed to come."

Spencer just laughs, leaning over and pressing a kiss to the corner of Brendon's mouth. Brendon chases it, hungrily, but Spencer pulls away. "Later," he says, and Zack tries not to think about how turned on he is right now, because if he does, then he's totally screwed. He really, really likes how Spencer can switch from submitting to what Zack's asking to _this_ , playfully making Brendon wait, just like Zack is. It's totally fucking hot, is what it is.

" _Clothes_ ," Zack says, tossing Brendon's shirt at Spencer. He'd toss Spencer's shirt, but it's all the way over there, and he's too lazy to move. He tugs his own shirt on, and his shorts. He doesn't bother with underwear, because what's the fucking point? They're only going to get undressed again the moment they get in to the hotel room, so he shoves his feet into his sneakers and runs his hand over Brendon's bare ass, just because he can.

For a moment he contemplates spanking him, just to see the reddened outline of his handprint on Brendon's skin, but he doesn't. They have to get off the bus. Brendon's just shoving his ass in Zack's face, anyway, which isn't exactly what Zack wants right now, although he's pretty sure that rimming Brendon until he's whimpering and begging is one of the best things he can imagine right now. Jesus fucking _Christ_ , these guys have ruined things for him. How is he supposed to go back to watching out for them if all he can think about is the stupid long list of all the things he wants to do to them. "Jesus, Brendon, put some fucking clothes on," he says. "Stop shoving your ass in my face."

"It's a great ass," Brendon says, sunnily. He doesn't, Zack realizes, move away. "You love my ass."

"it's a great ass," Zack agrees, standing up. "And if you want me to fuck it later on, then you'd better be ready to get off this bus in thirty fucking seconds, damn straight."

It turns out, Brendon and Spencer can get ready in like, five seconds if they have to. _Good to know_ , Zack thinks, remembering all those times he's had to yell at them to get a move on, and he grins as he shepherds them off the bus, one in hand in the small of Brendon's back, and one in Spencer's.

The line at the front desk is _long_ , and Zack can feel Brendon practically vibrating next to him. He's tapping his feet, beating out a rhythm against his thighs with his hands, chewing on his lip and bouncing on the balls of his feet as he waits for the line to move. He makes Zack feel stressed out, and it still bothers him that Brendon being like this annoys him. Spencer doesn't find Brendon as annoying when he's like this, on edge and taut like a piano string, and he moves in between Zack and Brendon, his hands on Brendon's shoulders. Spencer is actually pretty damn good at massages; years on the road and tons of band arguments and he's figured out how to do a fucking killer shoulder massage. Right now he's pressing his thumbs into the curves of Brendon's shoulders, and Brendon's groaning as he lets his head loll back. It sounds almost obscene to Zack's ears, but then every little thing is about sex right now, and Spencer's deft fingers have at least caused Brendon to stop shifting about so awkwardly on his feet.

Zack sneaks a look down at Brendon's dick, ostensibly to see how obvious his erection is, but really because he just wants to look. Brendon's wearing Spencer's shirt and it's a little looser than his own; Spence is squeezed into Brendon's, a sweater over the top of it, and he meets Zack's eyes over Brendon's head. He's flushed, but not so much that it would be obvious to anyone looking. It feels obvious to Zack, but then he's just had them naked in his lap, so he can't be impartial right now. He raises an eyebrow, just a little, just enough for Spencer to respond in kind, his fingers digging into Brendon's muscles so that Brendon groans.

 _That's it_ , Zack thinks. _We are going upstairs **now**_.

He's not their security guy for nothing, and he gets their room keys quickly, rolling his shoulders to push through the people waiting in the lobby to get to the elevator. There's a conference or something going on, and even though it's late there are still a hundred people in suits with nametags attached clutching glasses of wine and making slightly drunken, still-polite conversation with strangers. Zack pushes through them all, dragging a duffel behind him, making room for Spencer and Brendon to come through after him with their bags. The rest of their crew, grumpy and tired after so long on the road, are still waiting in line, but Zack doesn't wait to figure out their shit. They're all adults, they can figure it out for themselves. He has stuff to do, like get his band naked and on the bed.

The elevator arrives and Zack stands in the entrance, keeping the doors open while Spencer and Brendon troop past with their bags. They're not the only people in the elevator; there are two businesswomen with tiny suitcases, and one old guy with a briefcase. Zack stands at the back of elevator, with Spencer on one side of him and Brendon on the other. The elevator is crowded; he stares straight ahead as he presses his palm to Brendon's ass.

Brendon makes a tight, bitten-off sound that no one else but Spencer notices. Spencer turns his attention to Brendon, but Brendon keeps on staring straight ahead, even though he's pressing back into Zack's touch. Spencer leans in so that his elbow is bumping Zack's. Zack doesn't move away, because having them both this close, having the ability to touch them both and have them _respond_ , and to be able to do it when no one else realizes what's going on; well. That feels awesome. Like Brendon's ass, awesome, and as the numbers light up, one after the other as the elevator climbs, Zack can feel the tension rising, the intensity increasing as they get closer to their hotel room.

When they get to their floor, Zack herds them out and waits until the doors have pinged shut again before he curls his hand around Brendon's side and pulls him in closer, so that Brendon's dick is pressed up against Zack's thigh.

"Still hard?" Zack says, under his breath.

"What do you think?" Brendon asks, rocking his hips up so that Zack can _feel_ how hard he is.

"Fuck," Spencer says, succinctly, and makes a failed grab for the keycard. "We are not doing this in the hallway."

"Who says we're doing anything?" Zack asks, with one eyebrow raised.

"Fuck you," Spencer says, with a grin. He leans in too, so that Zack can feel _his_ dick pressed up against his leg too. He's half-hard, and Zack swallows back a groan, because Spencer is a manipulative little shit, and Zack _loves_ that about him. Spencer runs his hand down Zack's back, and bites his lip playfully. He leans in even closer. "If you'll let us."

Zack's changed his mind. He hates them both.

"Come on," he says, holding the keycards up above both of their heads. "I've changed my mind, we're definitely not doing this in the hallway."

Brendon just laughs, but he doesn't put any distance between himself and Zack. When they get to their room—just one of the couple that Zack has keys for—Zack fumbles with the lock and Brendon plasters himself to Zack's side, mouthing at Zack's jaw with his tongue.

"Want this," Brendon whispers, and Spencer presses himself to Brendon's back, running his hands up and down Brendon's sides as Zack completely fails to get in to the room.

"It's the wrong fucking key," Zack complains, trying to keep an eye out for other people as his band fucking dry hump in the hallway, what the fuck.

"It is not," Spencer says, lifting his head from where he's kissing the back of Brendon's neck. "Here, let me." He leans over and swipes the keycard in the lock. "There," he says, with a smirk. "Told you."

"Fuck you," Zack says, but he lets them both propel him into the bedroom and kick the door shut behind them. "Okay," he says, turning around, but Brendon is already shrugging out of his shirt and dropping it on the floor, and kicking off his shoes. Spencer's watching him with hungry eyes, and Zack suddenly wants it _all_. Wants them both. Wants this.

Brendon pulls down his pants and then he's naked again, just like he had been on the bus, except this time he's the only one without any clothes on, and he's ridiculously, unashamedly hard. Zack can't stop looking at Brendon's dick; he wants to blow him so fucking bad.

"Spence," Zack says, distractedly, because Spencer's just fucking standing there. "Shirt, Spence. Take it off."

"Says you," Spencer says, but his voice sounds a little hoarse. "You take yours off."

"Fine," Zack says, even though taking his clothes off is kind of the last thing on his mind. He just wants to run his hands all over Brendon's body, and take him in his mouth, oh fuck. He shakes his head, trying to get his reason back, but he can't. He does what he can and pulls his shirt off and shrugs out of his shorts, toeing off his sneakers. He swallows, his mouth dry. "On the bed, Brendon. Get on the bed."

Brendon grins and pushes past him, managing a sneaky grab at Zack's dick on the way by. He flops down onto the bed, grinning as he raises himself up on one elbow, legs spread. "Like this?" he says, his smile wide.

"You're a smart little fucker," Zack says, but his own dick is hard, and so is Spencer's. So much for turn-around times; today has its own rules. "For that you get to watch Spence and me make out."

Brendon's eyes darken, but Spencer just laughs and presses forward, meeting Zack half way for a kiss. Zack keeps his eyes open so that he can watch Brendon sidelong, and he knows Spencer's doing the same. They keep the kiss slow, and kind of obscene, loud and wet and messy. When Zack sees Brendon reach for his dick, Zack pulls away from Spencer.

"Fuck, no," Zack says, and he climbs on to the bed, kneeling over Brendon and shaking his head. "Did I say you could jerk off?"

"No," Brendon says, rolling his eyes. He puts his hands up on the pillows, though. "Look, no hands."

"Awesome," Zack says. "Now Spencer's going to suck you off, and you'd better hold off coming, because I want to fuck you after."

Brendon makes the kind of high-pitched, desperate whine that Zack's come to realize goes hand in hand with Brendon being stupidly fucking turned on. He keeps shifting on the sheets, and Zack knows it's because he can't not. It is so stupidly, ridiculously hot that Zack can barely think straight, although that's not something he's willing to let Spencer or Brendon know. Instead he climbs off of Brendon, and waves a hand at Brendon's dick. "You should suck him off now," Zack says, making room so that Spencer can climb on to the bed and position himself in between Brendon's legs.

It only takes a few seconds before Spencer's wrapping his fist around the base of Brendon's cock and taking the head into his mouth. Brendon cries out, wrapping his hands around the headboard and holding on tight as Spencer takes more of him in. Zack leans over, and presses a kiss to Brendon's willing mouth. He wonders, abstractly, if Brendon can taste Spencer on Zack's tongue.

Brendon arches up into him, kissing him back breathlessly. Zack tangles his fingers into Brendon's hair, and tilts his head back a little so that the angle is easier on him. Brendon pants against Zack's mouth, sweat sheening across his forehead. For a moment, Zack had forgotten that Brendon had been waiting longer than any of them for some kind of release. Zack kisses him again, getting off on how Brendon's participation is desperate and breathless; a string of saliva joins their mouths for a second when Zack pulls away. Brendon's mouth is red and wet, his eyes dark. His skin is flushed a dark, rosy pink and when Zack cups Brendon's cheek in his hand, Brendon watches him, his breathing ragged, as Zack strokes a hand down Brendon's jaw, then down across his shoulder and across the plains of his chest. He can feel the ragged, desperate breathes beneath his fingertips and when he looks down he can see Spencer with his mouth wrapped around Brendon's cock, cheeks hollowed.

It's the hottest fucking thing Zack can ever remember seeing, and when he wraps his hand around Spencer's fist at the base of Brendon's cock, Brendon cries out, his hips rocking up so hard that Spencer chokes a little, his rhythm faltering. It takes him a moment to right himself, but in that time Zack pulls away, ignoring Brendon's whine as he climbs off the bed and positions himself behind Spencer, so that he has the perfect view of Spencer's ass, and his dick.

He doesn't stop to think; he runs a finger down the crease of Spencer's ass, down until he reaches Spencer's balls and he can cup them in his hand, just for a moment. Spencer shudders beneath him, shifting a little so that his legs are further apart, so that the access is better. Zack wraps his fingers around Spencer's dick, and jerks him a couple of times, just to see the reaction.

It's kind of amazing, and it's only the niggling reminder that this is about Brendon having a turn that stops him from ducking down and mouthing at Spencer's ass. He contents himself with playing with Spencer's cock, though, at least until Brendon says, "What are you doing? I can't _see_ , Zack. Zack—"

And Zack suddenly knows what he's doing next.

"That's enough, Spence," Zack says, his hand stroking across Spencer's ass. Fuck, he has a mighty fine ass. His skin is so soft, and so pale, and Zack has to stop himself from bending down and biting. It's stupid, but Zack doesn't care. He runs his hand up Spencer's back. "You can stop now. I want a turn."

Spencer gives up reluctantly, sitting back on his heels and refusing to move until Zack ducks down and tastes Brendon on Spencer's kiss. Brendon whines, watching, which makes Zack want to carry on and on, but he doesn't. He grins into Spencer's mouth, instead, and says, "You taste fucking hot," as he pulls away.

Brendon rocks his hips up, an invitation. He's chewing on his lip, his eyes dark, but Zack's got his own plan.

"Turn over," he says, softly. "I want you on your hands and knees."

Brendon scrambles up, eager to get on with it. Zack likes that about him; his boy is never shy about coming forward. When Zack ducks his head and licks a stripe along the length of Brendon's spine, not stopping when he gets to Brendon's ass, he feels Brendon still beneath him, and then the choked-off, desperate whine as Brendon presses his ass back into Zack's face.

Zack grabs at Brendon's hip to keep him in place, but then he just keeps on licking, sliding his tongue across Brendon's hole. All he can hear is Spencer's bitten off, _Fuck,_ andthe sounds Brendon's making, desperate and keening and _loud_. It goes straight to his dick and he wants to jerk off but he can't, because he's going to fuck Brendon, and he knows if he touches himself it's just going to be _it_ for him. He won't recover from coming again, at least not yet, and he still has plans.

He reaches out with his other hand, instead, and grabs Spencer's wrist. He knows he's standing right there, right next to the bed, right next to them, because he's right in Zack's light, but Spencer seems surprised by Zack knowing. Zack hides his grin in Brendon's ass, which should be weird, and probably is, but Zack doesn't care much. He feels Spencer's sharp intake of breath, and Zack grips him harder, before trying to pull him a little closer and shove him towards Brendon's dick.

Spencer gets the message after a moment, and circles his hand around Brendon's dick. He crawls onto the bed next to them and Brendon cries out as Zack presses his tongue inside of him. He thinks Spencer's jerking off, but he just can't see and doesn't much care. Brendon is falling apart under his mouth, and _that's_ the point.

He can feel Brendon shivering beneath his hand on Brendon's hip, desperate and breathless and panting and Zack has to really force himself to stop before it gets too late and Brendon comes. Brendon reacts badly to Zack pulling away; he rocks his ass in the air and cries out, sounding desperate and sad, whining even though Spencer's still jerking him off. Still jerking _himself_ off, and fuck that's hot.

Zack swallows. "Get him to fuck your hand, Spence," he says, gruffly, and he wipes his mouth on the back of his hand as he clambers off the bed and in search of his duffel. He has condoms and a half-used tube of Glide in the pocket inside; when he'd bought them he hadn't actually considered the possibility of using them like _this_. He really, really should have.

Spencer bites back his own desperate whine, but Brendon just whimpers, his hips rolling. "You heard him," Spencer says, in a low voice. His hand, Zack notices, has stilled. "Fuck my hand, Bren. Want to see you."

It's barely a second of hesitation before Brendon rocks his hips forward, fucking his dick into Spencer's fist.

 _Jesus fucking Christ_ , Zack thinks, and risks giving his own dick a quick tug before he fumbles in his bag for his stuff. Fucking _yeah._ He stands up when he finds a condom, tearing the corner off the foil wrapper with his teeth as he turns around. He slides it on and down his cock, giving himself a quick jerk for good measure, and when he looks up, Brendon's watching him.

Brendon's still fucking Spencer's fist, but he's resting on his elbows, head turned to one side, watching Zack with dark eyes. His skin is flushed pink and he's panting, and Zack knows he's got to be close. He squeezes out a generous helping of lube onto his palm without taking his eyes off Brendon; Brendon's hips rock into Spencer's fist and Zack can't help it, he's really fucking close too. He squeezes the base of his cock as he climbs on to the bed, hoping it'll give him another couple of minutes. He squeezes more lube out and then fingers Brendon open, in time with the rhythm of Brendon's hips, but it's difficult.

"Spence," Zack says, shaking his head, and Spencer gets it straight away, letting go of Brendon's dick, his palm opening. Brendon whines, but Zack fingers him open a little more, and then positions his dick, pressing the head against Brendon's ass.

The first moment is the weirdest, tight and hot and the anticipation rolling off of them all in waves. Brendon pushes back, whining and desperate, and Zack's dick slides in with as little resistance as he could have imagined. He stops, half in and half out of Brendon's ass, and Spencer leans in and wraps his fingers around the base of Zack's dick.

Zack is not made of stone, no matter how hard he tries to be. He makes a strange, half-bitten off noise, and Spencer fucking _smirks_. Zack is definitely not going to let him get away with that, but right now he would have to stop concentrating on coming to get him back, and the only thing Zack is concentrating on right now is _coming_. Spencer's fingers trail lower, circling Zack's balls, and when he looks down all he can see is his cock and Brendon's ass and Spencer's hand, and _fuck_ , he's going to come if he's not careful.

"Spence," he warns, because he'd like to actually get further with fucking Brendon than this before he comes.

Spencer grins, and lets go, palming Brendon's ass instead. There's something dark and hot in his gaze, though, and he starts jerking himself off again.

Zack waits, trying to get a hold of himself. He is _not_ going to come straight away, he just isn't.

"Gonna come all over Brendon's ass," Spencer says, his voice a little hoarse, his fist moving quickly. "And your dick, Zack, fuck."

Zack thinks there's a good chance that Spencer's going to come _again_ before Brendon does. That, he thinks, is really fucking hot. He squeezes the base of his cock again, but he's more in control. When he pushes in the rest of the way, Brendon lets out a long, low whine.

When Zack starts to move, it's even better than he could have anticipated; hot and so fucking tight and if he'd devoted any time to imagining what fucking Brendon was going to be like, this would exceed that. It's better than anything, until Spencer pushes Brendon's ass cheeks a little further apart so he can see better, and Zack pants harsh and loud as he fucks Brendon open and Spencer jerks off over his ass.

Brendon swears, guttural and desperate, and Zack knows that Brendon's jerking himself off but he can't stop long enough to figure out how to tell him _no_. It's fucking hot, anyway, so he concentrates on what he's doing, and the way sweat is shining across Brendon's skin, and across Spencer's, and probably his, too. He tightens his grip on Brendon's hips; he's so close to coming he can barely hold off any longer. Desire and anticipation and need are rolling off Brendon in waves, but it's Spencer who gives in and comes first. He comes with a choked-off, hoarse, high-pitched _fuck_ , stripes of come across Brendon's ass.

"Gonna come -" Zack manages, because this is incredible. This is so fucking hot.

Spencer splays his fingers across Brendon's ass, his come a mess beneath his fingers, and Zack stumbles his way through a breath and comes, hips rocking, dick pulsing. He rides it out as long as he can, but he needs out. He slides out of Brendon's ass and sinks down onto his heels, still breathing hard. His skin is flushed red and angry. He drops his chin down on to his chest and tugs half-heartedly at the condom. He drops it off the side of the bed, half in and out of the trash can. He's seen worse.

Brendon _whines_ , and Zack realizes with a start that Brendon still hasn't come.

"Fuck," Zack says, eloquently, and he meets Spencer's gaze, just for a moment. It's long enough to figure out what he's going to do next, and he nods at Spencer as he pushes at Brendon's hip, urging him on to his back.

Brendon doesn't go as easily this time. He's dazed and a little bewildered, confused by what Zack's asking him to do.

"Easy does it," Zack says, softly, glancing down at his softening dick. He stands up, flicking the condom properly into the trash can as he does. It goes, this time, and Zack nods before sitting down on the bed again. He shifts so that he's leaning up against the headboard, pillows propped up behind him, legs apart. "Come here," he says, making a space for Brendon in his lap. Once Brendon's gotten the idea, Zack beckons Spencer closer too, and Spencer comes easily, sliding into the space by Zack's side.

Brendon shifts in Zack's lap, tilting his head back so that Spencer can cup his jaw in one hand and lean in for a kiss. Brendon moans into it, and it's so fucking hot that Zack seriously thinks about getting hard again, but he definitely isn't young enough for _that._ He closes his fist around Brendon's dick instead, jerking him slowly as he watches Spencer make out with him, open-mouthed and slow.

Spencer meets Zack's gaze for just a moment, eyes locked. Then he closes his eyes and kisses Brendon properly, not just for show, not like before. Brendon arches up and into the kiss, Spencer cupping his face and holding him still. Zack's left breathless, watching. He wants to jerk himself off over these two, and if he was in any position to recover then he would. He isn't, though, so he concentrates on Brendon's dick. He's secretly kind of amazed that Brendon's managed to hold out this long; it's not like he hadn't known that Brendon would get off on holding on, but he'd underestimated Brendon's abilities. He's close, though, breathless and near the edge, Zack knows. He tightens his grip, and is rewarded by Brendon's tight, desperate whine and his hips rocking up into Zack's fist.

Spencer doesn't pull away, even though Brendon's panting into his mouth as Zack jerks him off, fast and hard. He's done waiting, and Brendon's done holding off.

"Want you to come for us," Zack says, in a low voice. "Brendon, you gonna come for us?"

Brendon nods, pulling away from Spencer's kiss so he can rest his forehead against Spencer's and breathe. He presses his hips up and into Zack's fist. "Gonna -" he starts. "Oh fuck," he manages, his voice tight and high. There's a red flush across his skin, across his stomach.

Spencer cups his face. "Want to see you come," he says, softly. He steals a glance at Zack, pink-cheeked. He tilts his chin up defiantly, inviting Zack to say something about the way he's looking at Brendon, at what he's revealing, like it's a _secret_. Zack rolls his eyes, because how Spencer and Brendon feel about each other is not a secret, not to Zack. Zack spends all of his fucking time being paid to watch them. He knows. Spencer's gaze softens a little, and he swallows, pressing his mouth to Brendon's skin as Brendon tips his head back.

"Gonna, oh fuck -" Brendon breath catches.

"Yeah," Zack says, watching Spencer curl his fingers into Brendon's. "Come on, Brendon."

Brendon comes.

He comes for what feels like forever, soft shivers running across his skin long after he's stopped pulsing jizz across his stomach and Zack's fist. Zack jacks him through it, loving the way he can feel Brendon's cock begin to soften in his hand, loving that Brendon still wants him to touch him like this when he's so over-sensitized. He's leaning back against Spencer, and Spencer's running his hands across Brendon's chest, dipping his fingertips down into the stripes of come across Brendon's stomach, smearing it across his skin.

Spencer's eyes are the darkest Zack has ever seen them, and Zack thinks that he's got jerk-off material for the rest of forever, just from this one night. This one, stupid-hot night. He finds himself watching Spencer's fingertips stroking across Brendon's skin; there's something hypnotic about the slow, gentle touch of Spencer's fingers to Brendon's stomach that Zack can't look away from. He blinks, in the end, and lets out a breath, letting his gaze trail upwards to meet Brendon's.

"Fuck," Brendon says, eyes locked with Zack's. His voice sounds fucked, low and gravelly. He rests his head on Spencer's shoulder, and with only the smallest of hesitations, slides his hand into Zack's. Zack does a good job of not reacting in surprise, and instead slides his other hand down the inside of Brendon's thigh, down to his knee and back again. He likes the way Brendon's skin feels beneath his palm. He wonders if Spencer's feels the same, and resolves to try it out, later, just to see. "So," Brendon continues, with a slightly dazed attempt at a wide smile, "that was pretty cool, right?"

Spencer snorts, but doesn't move his hand from Brendon's stomach. He pulls the sheet up and over them with one hand. "You are such a dick," he says, fondness evident even through the sarcasm. Zack wonders if Brendon hears it, and when Spencer shoots Zack a look, a warning plastered across his frown, Zack knows that Spencer doesn't think that he does. For all that Spencer thinks he's good at hiding shit - especially shit like how in love with Brendon he is - Zack can see through it all. Zack knows these guys better than they know themselves. That's his _job_. He's so fucking kick-ass at his job. He's the fucking _best_.

He switches his attention to Brendon, unable to help himself, and to his surprise, Brendon's watching him with a tight, careful look on his face. Zack's not going to admit it anytime soon just how much of a surprise it is to realize that Brendon knows exactly how Spencer feels, but It's written all over his face. He's looking at Zack almost-desperately, chewing on his reddened lip. He moves his head a fraction, a shake of his head that Zack can read easily as _don't let on_.

Zack loves these guys more than anything, fuck, but they're as dumb as a box of fucking frogs. Sometime, when he's not busy falling asleep, he's going to sit the two of them down and point out what he knows that they don't - that they'd be fucking _good_ together, and worth a fucking shot. They're playing this one too carefully. "You two are total fucking idiots," he says, rolling his eyes. He can't keep the fondness out of _his_ voice, either, and for a split-second he wonders if they can read him as easily as he can read them.

Brendon shoots him a sleepy, half-nervous smile. "You love us," he says, and he shifts a little closer into Zack's side. They've all shuffled down the bed so much that they're practically lying down anyway, so Zack gives up the pretense of sitting up, rolling on to his side so that he's facing them both.

"You love me," Brendon goes on. Zack's pretty sure that Brendon's talking to Spencer and Spencer alone at this point, but he's not going to argue the point. He likes the way the two of them feel, naked and close. Anyway, Zack's always been on the outside, and it's not like he minds. He's had all the opportunities he could possibly ever want to be in bands over the years and he's always run security instead. That's where he wants to be, in charge behind the scenes. He doesn't need to be front and center, in front of the cameras. Brendon and Spencer do a good enough job of that by themselves. He likes his own role just fine. He strokes his hand into Brendon's hair, tilting Brendon's head back, just enough so that Brendon can grin sleepily up at him. The nervousness that was there a moment ago has dissipated, and Brendon's back to being his normal, fucking annoying, stupidly likeable self, even if he is mostly asleep.

Zack rolls his eyes. "You are such an ass," he says.

"Shut up," Brendon says, lazily, curling in to Zack's side and tugging Spencer closer with his other hand so that Spencer's forced to spoon him. It looks like a real hardship on Spencer's part. "You think my ass is awesome, whatever. You love my ass."

"Your ass is not that great," Zack lies, looking over the top of Brendon's head to meet Spencer's eye. "Right, Spence?"

"Sure. That's a not-great ass," Spencer says, and it's clearly a lie, too. They both think Brendon's ass is awesome. If Zack could count the number of times he's caught Spencer surreptitiously checking Brendon's ass out, then he'd be on to something. He doesn't know what, but _something_. He's a fucking master at checking out Brendon's ass himself. He slides a hand down Brendon's side, now, just to check it out. He finds Spencer doing just the same thing and he grins.

"You're both liars," Brendon says, with the warm satisfaction of someone who's just had a fucking great orgasm and thinks his feelings about Spencer are still hidden away and secret. Zack sort of wants to bang their heads together. "See if I let you rim me again now."

Zack snorts his laughter, and Spencer presses himself even closer to Brendon.

"Never rimmed you in the first place," Spencer complains, as Brendon curls his fingers even tighter into Spencer's. Zack watches as Spencer hides his smile in Brendon's shoulder, dropping a kiss to the hollow of Brendon's throat.

Brendon wriggles, his smile wide and bright despite the fact he's clearly falling asleep. "You'll have to do it next time, then," he says, sleepily, his eyes half-closed. "And Zack can take a turn sucking me off."

"You always make everything all about you, don't you?" Zack says, amused. He meets Spencer's gaze across the top of Brendon's head again, and Spencer looks relaxed and happy again, secure in the knowledge that his secret is still safe.

Zack loves these guys, but they're totally fucking stupid.

"Sure do," Brendon says, clearly three quarters asleep and plastered to Zack's side. The room is going to be about a thousand degrees in about five minutes time, but Zack can't bring himself to push either of them away just yet. He lets out an annoyed sigh, because he at least has to keep up the pretense of being pissed at them, but when Spencer rolls his eyes and yawns, stretching one arm up in the air and then relaxing, bringing his arm down so that it's around Brendon and Zack as well, his hand on Zack's ass, Zack lets out a snort.

"Did you just pull the yawn and _grope,_ Spence?" he asks.

"That's my boy," Brendon says, without opening his eyes.

"Shut up and let me hug you," Spencer says, with another yawn. "I am done listening to you complain. Let me grope you instead." He squeezes Zack's ass. "Now shut up and go to sleep. Some of us were on stage tonight."

" _Some_ of us are a pain in the ass," Zack complains.

"Takes one to know one," Spencer tells him, and in response, Brendon lets out a soft, quiet snore.

"Oh great," Zack says, grumpily, "we've got ourselves a snorer."

"Like you didn't know that before," Spencer says, but he sounds mostly asleep as well, and Zack hasn't got the energy to argue, either. He falls asleep with Brendon snoring into his shoulder and Spencer's hand on his ass.

He's had worse nights.


End file.
